The Financial and Resources Management Committee of the Board of Directors of Manappuram Finance Limited has approved a crucial capital-raising initiative that will allow the company to mobilise up to USD 2 billion through a Global Medium Term Note (GMTN) Programme, marking a significant step in its international financial strategy.

The board-level committee meeting was held on Wednesday, August 6, 2025, and the decision was taken in line with regulatory obligations as per Regulation 30 and 51 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Conversion of Euro MTN to Global MTN Programme

At the heart of the resolution is the update and conversion of the company’s existing Euro Medium Term Note (EMTN) Programme into a Global Medium Term Note (GMTN) Programme.
This transition is crucial, as it aligns with global investor access frameworks under Regulation S and Rule 144A of the U.S. Securities Act of 1933.

Under the GMTN structure, the company will issue senior secured notes in one or more tranches, aggregating up to USD 2 billion, or its equivalent in any currency, subject to market conditions and regulatory compliance.

This initiative is not just a technical upgrade but a strategic move to access larger pools of international capital, offering flexibility in currencies, geographies, and investor categories.

Strategic Execution of Legal and Financial Documentation

To operationalise this programme, the committee has authorised the execution of definitive legal and financial documents that are typically part of any international bond issuance of this scale. These include:

• Offering documents such as the Offering Circular, Supplementary Offering Circular, and Offering Letter

• Legal agreements such as the Amended and Restated Programme Agreement, Agency Agreement, and Trust Deed

• Subscription Agreement, Power of Attorney, Pricing Term Sheet, and Pricing Supplement

• Hypothecation Deed and other instruments ensuring security over assets

• All other related transaction documents, indemnities, and contractual paperwork necessary for compliance and execution.

These documents will play a vital role in defining the structure, pricing, governance, and investor protection mechanisms associated with the issuance of secured offshore notes.

Use of Special Consolidated Financials

The committee has approved the use of Special Consolidated Financial Statements that will be disclosed to prospective investors and attached to the various GMTN documents. These financials serve as the basis for evaluating the company’s creditworthiness, performance, and risk profile, thereby instilling investor confidence in the notes.

This move is in line with international market practices, where large debt issuances are often backed by audited, transparent financial statements that give a consolidated view of the issuer’s operations.

Delegation of Authority to Authorised Officers

To streamline the GMTN process, the committee has also delegated powers and authority to select authorised officers of the company. These officers will:

• Sign and execute key documents

• Make necessary amendments, deletions, or updates

• Ensure compliance with global and Indian financial regulations

• Coordinate with advisors, arrangers, and legal counsels

Such delegation is standard practice for large-scale transactions to enable swift decision-making and smooth handling of execution logistics.

Key Compliance and Investor Notes

It is important to note that the Notes will not be offered or sold within India. The issuance is specifically structured under Regulation S (for offshore investors) and Rule 144A (for qualified institutional buyers in the U.S.), making it a foreign fundraising route.

This strategy not only diversifies Manappuram’s investor base but also reflects the company’s readiness to integrate with global financial markets, much like its peers in the NBFC and banking space.

A preliminary offering circular, which contains details of the proposed issue, will be shared with prospective investors as per standard market practice. It will outline terms such as interest rates, maturity dates, covenants, and security structure.

Strategic Implications for Manappuram Finance

This GMTN approval marks a pivotal moment for Manappuram Finance Limited, positioning the company for:

• Access to large-scale international debt capital

• Improved liquidity position and debt management

• Strategic expansion and capital deployment

• Enhanced visibility in the global financial ecosystem

In recent years, several Indian financial institutions have leveraged global bond markets to raise funds at competitive rates, diversify currency exposure, and reduce dependence on domestic sources. With this USD 2 billion plan, Manappuram joins the league of globally active Indian NBFCs.

What Happens Next?

The following steps will unfold as part of the execution timeline:

1. Legal execution of documents with financial advisors, lawyers, and listing authorities.

2. Finalisation of Note tranches, with pricing, tenures, and investor terms.

3. Marketing roadshows or investor presentations, possibly in Europe, the Middle East, and the U.S.

4. Launch of the bond issue, subject to favourable market conditions.

5. Listing of Notes on international exchanges, possibly including India INX (GIFT City) or the Singapore Exchange (SGX).

These steps are crucial to ensure that the issue is successfully subscribed and achieves the company’s capital mobilisation goals.

The Upcoming IPOs in this week and coming weeks are Mahendra Realtors and Infrastructure, Bluestone Jewellery and Lifestyle, Icodex Publishing Solutions, Star Imaging and Path Lab, Medistep Healthcare, ConnPlex Cinemas, ALL Time Plastics, JSW Cement, Sawaliya Foods Products, ANB Metal Cast.

The Current active IPO are Parth Electricals & Engineering, Jyoti Global Plast, Essex Marine, Aaradhya Disposal Industries, BLT Logistics, Bhadora Industries, Highway Infrastructure.

Start your Stock Market Journey and Apply in IPO by Opening Free Demat Account in Choice Broking FinX.

Join our Trading with CA Abhay Telegram Channel for regular Stock Market Trading and Investment Calls by CA Abhay Varn - SEBI Registered Research Analyst.